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July 2007
CHARTER AND BYLAWS
OF THE
BOY SCOUTS OF AMERICA

HOW TO ORDER ADDITIONAL COPIES


The publications listed below are no longer available from the Supply Group. A distribution
will be made to Scout executives whenever there are enough changes to warrant a new print-
ing. Councils may purchase additional copies for $1.50 each, which includes shipping and
handling. Volunteers requesting copies of these publications must contact their local council
which will forward their request and payment to: Boy Scouts of America, Office of the Chief
Scout Executive S400, P.O. Box 152079, Irving, TX 75015-2079. Make checks payable to Boy
Scouts of America Account 79005-0260.

57-491 Charter and Bylaws of the Boy Scou ts of America


57-492 Rules and Regulations of the Boy Scouts ofAmerica
CONTENTS

CHARTER 3 SECTION 7. Regional Standing Committees 14


SECTION 8. Area Committees 14
CONGRESSIONAL REPORT IN SUPPORT OF ACT TO SECTION 9. Area Executive Committee 14
INCORPORATE BOY SCOUTS OF AMERICA 5 SECTION 10. Regional Advisory Council 14
SECTION 11. Relationships 14
BYLAWS 6
Article VI. Local Councils 15
Article I. General 6
SECTION 1. GeneralIS
SECTION I. Name 6
SECTION 2. Applications 15
SECTION 2. Purpose 6
SECTION 3. Conditions and Termination 15
SECTION 3. Seal 6 SECTION 4. Revocation of Charter 15
SECTION 4. National Office 6 SECTION 5. Responsibility of the Local Council 15
SECTION 5. Fiscal Year 6 SECTION 6. Incorporation of Local Councils IS
SECTION 6. Rules and Regulations 6 SECTION 7. Organization and Operation 15
SECTION 7. Priorities 6
Article VII. Youth Membership 16
Article II. The National Council 7 SECTION I. General 16
SECTION I. General 7 SECTION 2. Membership, Advancement, and Achievement 16
SECTION 2. Members of the National Council 7
SECTION 3. Meetings of the National Council 7 Article VIII. Adult Leadership 16
SECTION I. General 16
Article Ill. The Executive Board 8 SECTION 2. Professional Leadership 16
SECTION I. Powers, Duties, and Interpretation 8
SECTION 2. Membership 8 Article IX. Policies and Definitions 17
SECTION 3. Election of Regular Members; Election, Vacancies 8 SECTION I. Policies 17
SECTION 4. Meetings 8 SECTION 2. Definitions 17
SECTION 5. Action Without a Meeting 8
SECTlON 6. Telecommunication Meetings 9 Article X. Program 17
SECTION 7. Committees of the Executive Board 9 SECTION 1. Program Objectives 17

Article IV. Officers 11 Article XI. Business 18


SECTlON I. General 11 SECTION 1. Finance 18
SECTION 2. President II SECTION 2. Deeds, Contracts, Bonds, etc. 18
SECTION 3. Executive Vice-President 11
Article XII. Affiliates 19
SECTION 4. Vice-President II
SECTION 5. Treasurer and Assistant Treasurers 12 Article XIII. Special Situations 19
SECTION 6. National Commissioner 12 SECTION I. Experimental Programs 19
SECTION 7. International Commissioner 12 SECTION 2. Overseas Scouting 19
SECTION 8. Chief Scout Executive 12 SECT[QN 3. Learning for Life 19
SECTION 9. Honorary Officers 12
Article XIV. Indemnification 20
Article V. Regional Organization 13 SECT[QN 1. Indemnification 20
SECTION I. Regions 13
SECTION 2. Regional Committees 13 Article XV. Waivers and Amendments 20
SECTION 3. Regional Board 13 SECTION I. Waivers 20
SECTION 4. Regional Executive Committee 13 SECTION 2. Amendment of Bylaws 20
SECTION 5. Regional Director 13
SECTION 6. Regional Officers 13 Index 21

57-491
©2004 Boy Scouts of America
2007 Printing
SECTION 1-CHARTER

CHARTER

SIXTy-FOURTH CONGRESS OF THE

UNITED STATES OF AMERICA

AT THE FIRST SESSIO

BEGUN AND HELD AT THE

CITY OF WASHINGTON

ON MONDAY, THE SIXTH DAY

OF DECEMBER

ONE THOUSAND NINE HUNDRED

AND FIFTEEN

AN ACT

To Incorporate the
Boy Scouts of America and
for Other Purposes

SECTION 1. real and personal property by gift, devise, or bequest; to adopt a


seal, and the same to alter and destroy at pleasure; to have offices
Be it enacted by the Senate and House of Representatives of the
and conduct its business and affairs within and without the District
United States of America in Congress assembled, That Colin H.
of Columbia and in the several States and Territories of the United
Livingstone and Ernest P. Bicknell, of Washington, District of
States; to make and adopt bylaws, rules, and regulations not incon-
Columbia; Benjamin L. Dulaney, of Bristol, Tennessee; Milton
sistent with the law of the United States of America, or any State
A. McRae, of Detroit, Michigan; David Starr Jordan, of Berkeley,
thereof, and generally to do all such acts and things (including the
California; F. L. Seely, of Asheville, North Carolina; A. Stamford
establishment of regulations for the election of associates and suc-
White, of Chicago, Illinois; Daniel Carter Beard, of Flushing, New
cessors) as may be necessary to carry into effect the provisions of
York; George D. Pratt, of Brooklyn, New York; Charles D. Hart, of
this Act and promote the purposes of said corporation.
Philadelphia, Pennsylvania; Franklin C. Hoyt, Jeremaiah w. Jenks,
Charles P. Neill, Frank Presbrey, Edgar M. Robinson, Mortimer
L. Schiff, and James E. West, of New York, New York; G. Barrett SECTION 3.
Rich, Junior, of Buffalo, ew York; Robert Garrett, of Baltimore,
Maryland; John Sherman Hoyt, of orwalk, Connecticut; Charles That the purpose of this corporation shall be to promote,
C. Jackson, of Boston, Massachusetts; John H. Nicholson, of through organization, and cooperation with other agencies, the
Pittsburgh, Pennsylvania; William D. Murray, of Plainfield, New ability of boys to do things for themselves and others, to train them
Jersey; and George D. Porter, of Philadelphia, Pennsylvania, their in Scoutcraft, and to teach them patriotism, courage, self-reliance,
associates and successors, are hereby created a body corporate and and kindred virtues, using the methods which are now in common
politic of the District of Columbia, where its domicile shall be. use by Boy Scouts.

SECTlO 2. SECTION 4.

That the name of this corporation shall be "Boy Scouts of That said corporation may acquire, by way of gift, all the assets
America," and by that name it shall have perpetual succession, with of the existing national organization of Boy Scouts, a corporation
power to sue and be sued in courts of law and equity within the under the laws of the District of Columbia, and defray and provide
jurisdiction of the United States; to hold such real and personal for any debts or liabilities to the discharge of which said assets shall
estate as shall be necessary for corporate purposes, and to receive be applicable; but said corporation shall have no power to issue

3
CHARTER-SECTION 4

certificates of stock or to declare or pay dividends, its object and SECTION 6.


purposes being solely of a benevolent character and not for pecuni-
That an annual meeting of the incorporators, their associates
ary profit to its members.
and successors, shall be held once in every year after the year of
incorporation, at such time and place as shall be prescribed in the
bylaws, when the annual reports of the officers and executive board
SECTION 5. shall be presented and members of the executive board elected for
the ensuing year. Special meetings of the corporation may be called
upon such notice as may be prescribed in the bylaws. The number
That the governing body of the said Boy Scouts of America shall
of members which shall constitute a quorum at any annual or spe-
consist of an executive board composed of citizens of the United
cial meeting shall be prescribed in the bylaws. The members and
States. The number, qualifications, and terms of office of mem-
executive board shall have power to hold their meetings and keep
bers of the executive board shall be prescribed by the bylaws. The
the seal, books, documents, and papers of the corporation within
persons mentioned in the first section of this Act shall constitute
or without the District of Columbia.
the first executive board and shall serve until their successors are
elected and have qualified. Vacancies in the executive board shall
SECTION 7.
be filled by a majority vote of the remaining members thereof.
The bylaws may prescribe the number of members of the execu- That said corporation shall have the sole and exclusive right
tive board necessary to constitute a quorum of the board, which to have and to use, in carrying out its purposes, all emblems and
number may be less than the majority of the whole number of the badges, descriptive or designating marks, and words or phrases
board. The executive board shall have power to make and to amend now or heretofore used by the Boy Scouts of America in carry-
the bylaws, and, by two-thirds vote of the whole board at a meet- ing out its program, it being distinctly and definitely understood,
ing called for this purpose, may authorize and cause to be executed however, that nothing in this Act shall interfere or conflict with
mortgages and liens upon the property of the corporation. The established or vested rights.
executive board may, by resolution passed by a majority of the
whole board, designate three or more of their number to constitute SECTION 8.
an executive or governing committee, of which a majority shall
That on or before the first day of April of each year the said Boy
constitute a quorum, which committee, to the extent provided in
Scouts of America shall make and transmit to Congress a report of its
said resolution or in the bylaws of the corporation, shall have and proceedings for the year ending December thirty-flrst preceding.""
exerci e the powers of the executive board in the management of
the business aTairs of the corporation, and may have power to
SECTION 9.
authorize the seal of the corporation to be affIxed to all papers
which may re uire it. The executive board, by the affirmative vote That Congress shall have the right to repeal, alter, or amend this
of a majority of the whole board, may appoint any other standing Act at any time.
committees, and such standing committees shall have and may
exercise such powers as shall be conferred or authorized by the Approved 15 June 1916
bylaws. With the consent in writing and pursuant to an affirmative
vote of a majority of the members of said corporation, the execu- WOODROW WILSON
tive board shall have authority to dispose in any manner of the
whole property of the corporation. .. As ilmended Augusr 30, 1964, Pub. L. 88-504, 78 Stat. 636.

4
CONGRESSIONAL REPORT-CHARTER

CONGRESSIONAL REPORT IN
SUPPORT OF ACT TO INCORPORATE
BOY SCOUTS OF AMERICA

House Report No. 130, Sixty-Fourth Congress


First Session

February 7, 1916.-Referred to the House Calendar and ordered in Washington attracted Nationwide attention and received general
to be printed. commendation, particularly from the American National Red Cross
and the officials of the Federal and State Governments. The impor-
Mr. Gard, from the Committee on the Judiciary, submitting the tance and magnitude of its work is such as entitle it to recognition
following report (to accompany H. R. 755). and its work and insignia to protection by Federal incorporation.
The Committee on the Judiciary, to whom was referred the
The Scout scheme is based upon the methods involved in edu-
bill (H. R. 755) to incorporate the Boy Scouts of America and to
cating the boy. It is a scheme of placing the boy on honor. In addi-
protect its insignia, having carefully considered the same, beg leave
tion to requiring him to live up to a standard or code of laws which
to submit the following report with the recommendation that the
insure development of character along proper lines, it requires him
bill do pass.
to study in order to pass certain tests of qualification. The passing
The Boy Scout movement is not one seeking to promote a juve- of these various tests is recognized by the award of appropriate
nile military system, but is intended to supplement and enlarge badges or medals and insignia.
established modern educational facilities in activities in the great
and healthful out-of-doors where may be the better developed phys- If any boy can secure these badges without meeting the required
ical strength and endurance, self-reliance, and the powers of initia- tests, the badges will soon be meaningless, and one of the leading
tive and resourcefulness, all for the purpose of establishing through features of the Scout program will be lost; likewise, with the uni-
the boys of today the very highest type of American citizenship. form that designates the Scout. At the present time this is protected
by the use of insignia-a seal woven or stamped into the cloth. All
It tends to conserve the moral, intellectual, and physical life of of these various badges and insignia are at present protected by the
the coming generation, and in its immediate results does much patent laws, but under the patent laws such protection is available
to reduce the problem of juvenile delinquency in the cities. The for a limited period only. The passing by Congress of this bill will, it
movement has grown rapidly during the past few years, until it is is believed, provide the organization with proper protection for its
now organized in practically every community of 4,000 inhabitants distinctive insignia, the integrity of which is essential to the mainte-
and over and in many smaller communities of the United States. nance of the movement, and protect it from those who are seeking
During the past two years Boy Scouts have demonstrated the value to profit by the good repute and high standing and popularity of
of the education and training they received as an auxiliary force in the Scout movement by imitating it in name alone.
the maintenance of public order and in the administration of first-
aid and practical assistance in times of great public emergencies. The identical language of this bill was incorporated in the
Their services on the occasion of the Ohio floods, at the Gettysburg bill with amendments thereto, known as H.R. 19907, which was
reunion, in the inaugural ceremonies of President Wilson, and at reported from the Committee on the Judiciary on February 3, 1915,
the recent memorable reunion of the Grand Army of the Republic with a recommendation that it, as so amended, do pass.

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BYLAWS-ARTICLE I, SECTION I

BYLAWS

ARTICLE I. GENERAL

NAME RULES AND REGULATIONS

SECTION 1,
SECTION 6.
The name of the corporation is Boy Scouts of America. For con-
venience in these Bylaws the corporation is sometimes referred to as Establishment
the "Corporation."
Clause 1. In accordance with the provisions of the Charter, the
Executive Board may establish and amend Rules and Regulations
PURPOSE for the further governance and guidance of the Boy Scouts of
America including its local councils and affiliates.
SECTIO"i 2.
Amendment
The purpose of the Corporation is as set forth in the original cer-
riticate of incorporation under the laws of the District of Columbia, Clause 2. The Rules and Regulations and amendments thereto
dated February 8, 1910, and restated in the Act of Incorporation shall normally be adopted by resolution of the Executive Board.
enacted by the Congress of the United States of America on June
1~. 1916. as follows: "That the purpose of this Corporation shall Amendment-Special Procedure
I:>e 0 promote, through organization and cooperation with other
a,: n.:ies, the ability of boys to do things for themselves and others, Clause 3. Under unusual circumstances the Executive Committee
.) train them in Scoutcraft, and to teach them patriotism, courage, may, by resolution, amend the Rules and Regulations and any such
If-reliance, and kindred virtues, using the methods which are now amendment shall be effective provided that such amendment shall
ill wmmon use by Boy Scouts." In achieving this purpose, emphasis be reported to the members of the Executive Board prior to its next
hall be placed upon its educational program and the oaths, prom- meeting and un.less such amendment is altered or canceled by the
o and codes of the Scouting program for character development, Executive Board at such meeting, it will be as effective a if it had
Tlzen hip training, and mental and physical fitness. been originally adopted by the Executive Board.

SEAL

PRIORITIES
SECTION 3·

The seal of the Corporation shall be in the form of a circle


SECTtON 7.
enclosing the universal badge with the motto "Be Prepared" under-
neath the badge and the words Boy Scouts of America around the
General
circle and shall be used only as Juthorized.

Clause 1. These Bylaws shall be consistent with the Charter. The


NATIONAL OFFICE Rules and Regulations shall be consistent with the Charter and the
Bylaws. In the event of any confiicts or inconsistencies, the Charter
shall govern primarily and the Bylaws secondarily.
SECTION 4.

The principal office of the corporation shall be located in the Specifics


City of Irving, County of Dallas, in the State of Texas, and shall be
known as the national office of the Boy Scouts of America. Clmlse 2. 11 statements contained in official publications of
the Boy Scouts of America, its local councils and affiliates, includ-
ing (but not limited to) handbooks, pamphlets, instructions,
FISCAL YEAR magazine articles, bulletins, manuals, and letters, which may, from
time to time, be issued for clarification or explanation of ufficial
language shall be consistent with the language and intent of the
SECTlON 5·
Charter, the Bylaws, and the Rules and Regulations. Any contradic-
The fiscal year of the Corporation shall be the calendar year. tory or inconsistent language is unauthorized and without effect.

6
ARTICLE II, SECTION 3-BYLAWS

ARTICLE II. THE NATIONAL COUNCIL


GENERAL as de[-1ned under article V, section 2 hereof, shall be members at large
of the National Council during their respective terms.
SECTION 1.
Clause 8. Honorary Members. Honorary membership in the Boy
In accordance with the provisions of sections 1 and 2 of the Scouts of America shall consist of such citizens of the United States
Act of Congress, approved June 15, J916, entitled "An Act to as may be elected thereto by the National Council for terms of 1 year
Incorporate the Boy Scouts of America and for Other Purposes," in the furtherance of the program of the Boy Scouts of America.
giving the incorporators therein named the power to provide for
the election of their associates and successors, the incorporators, Credentials of Members
and all persons who were duly elected and qualified as members of
Clause 9. The national office shall issue certificates of member-
the National Council herein provided for their successors duly cho-
ship and voting credentials to all voting members of the National
sen, shall constitute the corporate membership of the Boy Scouts of
Council indicating their right to participate and to vote at the
America, to be known and designated collectively as the National
annual meeting of the National Council. Votes shall be cast in per-
Council of the Boy Scouts of America.
son at the meeting and not by proxy.

MEMBERS OF THE NATIONAL COUNCIL


MEETINGS OF THE NATIONAL COUNCIL

SECTION 2.
SECTION 3.
General
Regular Meetings
Clause 1. The National Council of the Boy Scouts of America
Clause 1. General. The National Council shall meet annually at
shall consist of elected and ex officio members as provided for in
such time and place as may be determined by the Executive Board, for
these Bylaws. AJI members, except honorary members and com-
the purpose of delivering the annual reports of the officers and vari-
missioned professional Scouters, may vote.
ous committees of the National Council, electing members at large
Eligibility Requirements and honorary members of the National Council and regular members
of its Executive Board, and transacting such other business as may
Clause 2. No person shall be eligible for membership on the
come before the meeting. The Executive Board shall determine what
National Council who is not a citizen of the United States or has
business is appropriate to come before the meeting.
not taken the preliminary legal steps to become a citizen of the
United States. Clause 2. Notice. A notice of the annual meeting shall be mailed
to each member of the National Council at least 30 days in advance
Clause 3. A commissioned professional Scouter is ineligible for
thereof, indicating the time and place of the meeting.
voting privileges on the National Council.
Special Meetings
The Election and Designation
Clause 4. Members of Executive Board. AJI persons elected Clause 3. Special meetings of the National Council may be called
members of the Executive Board shall upon their election become by the Executive Board at any time and shall be called within 90
members of the National Council for the term of their election as days upon the request of at least 5 percent of the members of the
members of the Executive Board. National Council (such request specifying the object of such a spe-
cial meeting) to be held at such place as the President shall deter-
Clause 5. Members of Regional Executive Committees. Persons
mine, provided, however, that a notice of such meeting, indicating
serving as members of a regional executive committee shall be
the place and object thereof, shall be mailed to each member of the
members of the National Council dming their respective terms as
National Council at least 30 days in advance of the meeting. The
members of such regional executive committees.
business of the meeting shall be limited to the matters included in
Clause 6. Local Council Representatives. The duly elected presi- the notice of the meeting.
dent and council commissioner of a local council shall, during their
Quorum
terms of office, be members of the National Council. Each local
council may, in addition, elect one of its members as a member of Clause 4. Five percent of the members of the National Council
the National Council for every 5,000 youth members (Cub Scouts, present in person shall constitute a quorum for all purposes.
Boy Scouts, Varsity Scouts, and Venturers), or major portion thereof
(2,501 or more), enrolled as of December 31 of the preceding year Voting
according to the records of the Corporation. Local councils shall Clause 5. At any meeting of the National Council, each member
certify as to the election of National Council members so elected present shall be entitled to one vote.
and to their terms on forms provided for that purpose.
Guests
Clause 7. Members at Large. Members at large of the National
Council may be elected by the National Council at its annual meeting Clause 6. Honorary members of the Boy Scouts of America and
to serve for 1 year. Persons who become members of national com- such other persons as may be specially invited may attend meetings
mittees, or their subcommittees, and members of regional committees of the National Council but shall have no vote.

7
BYLAWS-ARTICLE III, SECTION 1

ARTICLE III. THE EXECUTIVE BOARD


POWERS, DUTIES, AND INTERPRETATION ELECTION OF REGULAR MEMBERS;
ELECTION, VACANClES
SECTION 1.
SECTION 3.
Authority of Executive Board
Clause 1. At each annual meeting of the National Council, regu-
Clause 1. The Executive Board shall, in accordance with the lar members of the Executive Board shall be elected to serve for a
provisions of its Charter and these Bylaws, be the governing body term of I year or until their successors have been elected and have
of the Corporation, manage its affairs, elect its officers, and be the qualified.
final reviewing authority with respect to all matters whatsoever
which may arise at any level within the Scouting movement, which Clause 2. Where vacancies occur, because of resignation or oth-
in its judgment should be reviewed. erwise, of members before the expiration of their term of office,
such vacancies may be filled for the unexpired period of the term
Interpretation by nomination by the Nominating Committee and confirmation by
a majority vote of the remaining members of the Executive Board.
Clause 2. For the purpose of these Bylaws, the phrase "the whole
Executive Board" shall mean the number of members on the
Executive Board at the time actually holding office and vacancies MEETINGS
shall not be included. The Executive Board shall have full power to
interpret these Bylaws. SECTION 4.

Regular Meetings
MEMBERSHIP
Clause 1. The Executive Board will meet at least three times
annually at such times and places as may be designated by the
SECTION 2. Executive Board, with no more than one meeting during any cal-
The Executive Board of the Corporation shall consist of: endar quarter. One meeting a year shall coincide with the National
Council annual meeting.
Regular Members
Clause 1.5. Each Executive Board member must attend a mini-
Clallse 1. Not to exceed 64 regular members who shall be elected mum of one board meeting each calendar year. In the event a board
at the annual meeting of the Corporation for I-year terms. member fails to meet this minimum requirement, said board
member's position shall be vacated. Such vacancy shall be filled
Regional Members in accordance with the Charter and Bylaws of the Corporation.
Imposition of this rule may be waived by the President, chairman,
Cia lise 2. Regional ex officio members shall be those persons
or acting chairman for good and reasonable cause.
sen'ing as presidents of their respective regions whose terms as
r gional members of the Executive Board shall be the same as their Special Meetings
respective terms of office as regional presidents. Each regional pres-
ident who is a regular member of the Executive Board at the time of Clause 2. Special meetings of the Executive Board may be called
becoming a regional president shall continue as a regular member at any time by the President or by 10 or more members. The call
of the Executive Board until the end of the term of such, where- of the meeting shall state the purpose, and no other business not
upon the individual shall become a regional member provided that included in the notice of the call shall be transacted.
at such time the member is still regional president. Nothing herein Notice
contained shall prevent a regional member from being elected as a
regular member of the Executive Board. Clause 3. A notice of all Executive Board meetings shall be
mailed to each member at least 2 weeks in advance of any such
Youth Members meeting.
Clause 3. Those persons who shall be registered youth mem- Quorum
bers may be appointed by the President with the approval of the
Executive Board to serve for a specified term of up to I year. A Clause 4. One-third of the members of the Executive Board,
youth member may be reappointed for a second I-year tenn. The present in person, shall constitute a quorum.
aggregate number of youth members shall at no time exceed five.

Special Members ACTION WITHOUT A MEETING

Clause 4. The chairman of the Advisory Council and the


SECTION 5.
chairman of the Board of Regents of the National Eagle Scout
Association shall serve as ex officio members of the Executive Except to the extent otherwise restricted by any applicable law,
Board during their I-year terms. any action required or permitted to be taken at any meeting of the

8
ARTICLE III, SECTION 7-BYLAWS

Executive Board or any committee thereof may be taken without a the international commissioner, the national commissioner, the trea-
meeting if prior to such action a written consent thereto is signed surer, the assistant treasurers, the chairman of the Advisory Council,
by all members of the Executive Board or committee and such the Chief Scout Executive, and the immediate past-President. The
written consent is filed with the minutes of the proceedings of the Executive Committee shall be confirmed annually by resolution
Executive Board or committee. passed by a majority vote of the whole Exec.utive Board.

Clause 6. Meetings. Meetings of the Executive Committee


TELECOMMUNICATION MEETINGS may be called at any time by the President and shall be called by
the President within 30 days upon the request of three or more
SECTION 6.
members of the committee. It shall be the general practice of the
Executive Committee to meet at least three times annually. All
The Executive Board or any committee or subcommittee thereof meetings of the Executive Committee shall be held on at least 5
may meet by telecommunication. Action taken at any such meeting days' written notice or 2 days' notice by cablegram, telegram, tele-
shall be recorded and the record signed by all members participat- phone, or radiogram. A majority of the members of the Executive
ing and filed as the official minutes of such meeting. All notice Committee shall constitute a quorum.
and quorum requirements shall apply to such meetings provided
that the signing of the record of the action taken shall constitute a Clause 7. Quorum and Voting. Voting by proxy is authorized
waiver of notice by persons so signing. provided at least one-third of the voting members of the Executive
Committee is physically in attendance. Proxy voting is permis-
sible only when a matter of importance is to be presented to the
COMMITTEES OF THE EXECUTIVE BOARD Executive Committee and the presence in person of a quorum is
uncertain. Proxy voting is authorized unless the issue to be voted on
SECTION 7. is one where a proxy vote is specifically prohibited by formal action
of either the Executive Board or Executive Committee. A proxy may
General be given only to a member of the Executive Committee.
Clause 1. The committees of the Executive Board shall consist of
Standing Committees-Group
an Executive Committee, and other designated standing commit-
tees to be known as group and support committees, which shall, Clause 8. The group committees are as follows: Administration
though separately structured, coordinate as one entity. Such stand- Group Committee, Program Group Committee, Human Resources
ing committees shall have and may exercise such powers as shall be Group Committee, Regional Presidents' Group Committee,
conferred or authorized by these Bylaws. In addition, the President Development and Strategic Initiatives Group Committee, and Supply
shall appoint special committees, and may, from time to time, cre-
Group Committee. These group committees shall be chaired by
ate ad hoc committees and task forces for the purpose of handling
vice-presidents who shall have the responsibility of coordinating
special assignments, with the advice of the Chief Scout Executive
the efforts of their related support committees, and shall submit
and confirmation by the Executive Board.
reports, action items, and resolutions to the Executive Board on
Clause 2. Duties and Quorum. The duties, responsibilities, and behalf of those support committees.
membership qualifications shall be prescribed in these Bylaws, in
the Rules and Regulations, and/or by resolution of the Executive Standing Committees-Support
Board. Except as otherwise herein provided, one-third of the mem-
Clause 9. The support committees are as follows: Finance
bers of any committee or subcommittee, exclusive of ex officio
and Investment Committee, Properties Committee, Marketing
members, present in person shall constitute a quorum. Once a
quorum is present the departure of one or more members shall not Committee, Relationships Committee, Cub Scout Committee, Boy
invalidate the meeting. Scout Committee, Venturing Committee, Scoutreach Committee,
Finance Support Committee, High Adventure Committee, Museum
Executive Committee Committee, BSA Foundation Advisory Committee, Compensation
Clause 3. General. The Executive Committee of the Executive and Benefits Committee, Pension Investment Committee, and
Board shall have and may exercise all the powers of the Executive Human Resources Administration/Professional Development
Board in the management of the Corporation during the intervals Committee. The chairmen of these support committees shall be
between the meetings of the Executive Board, but in no event shall appointed from the membership of the Executive Board for a
the Executive Committee act contrary to action theretofore taken period of 1 year by the designated vice-president who is chairman
by the Executive Board. Minutes shall be kept of all Executive of the related group committee, subject to the approval of the
Committee meetings, and the actions thereof shall be reported President and confirmation by the Executive Board.
promptly to the members of the Executive Board.
Clause 10. Specific Responsibilities. The support committees
Clause 4. Interpretation. Unless otherwise stated, whenever will develop and recommend policies with respect to the areas
"Executive Board" appears in these Bylaws any responsibility of of responsibility assigned to them. They will review the progress
authority of the Executive Board shall be deemed to extend to the and needs of the Corporation in such areas and, on the basis
Executive Committee to be exercised in accordance with the pre- of such review, recommend appropriate action to the Executive
ceding paragraph. Board through the Administration Group Committee, Program
Clause 5. Membership. The Executive Committee shall be com- Group Committee, Human Resources Group Committee, Regional
posed of those persons who are from time to time the President, the Presidents Group Committee, Development and Strategic Initiatives
executive vice-president, the vice-presidents, the regional presidents, Group Committee, and Supply Group Committee.

9
BYLAWS-ARTICLE III, SECTION 7

Clause 11. International Committee. The International Special Committee-Audit


Committee is also a support committee, which will develop and
Clause 17. The Audit Committee is hereby authorized by the
recommend policies with respect to assigned areas of responsibility,
Executive Board, as specifically detailed in the subsections below,
will review the progress and needs of the Corporation in such areas,
to fulfill the Executive Board's fiduciary responsibilities relating
and will recommend appropriate action to the Executive Board
to accounting and financial matters, financial reporting practices,
through the international commissioner. The chairman of the
and internal accounting and financial controls. The chairman of
International Committee shall be appointed from the membership
the Audit Committee shall be appointed for a period of 1 year by
of the Executive Board for a period of 1 year by the international
the President and shall be confirmed by the Executive Board. The
commissioner with the approval of the President and confirmation
Audit Committee shall:
by the Executive Board.
(a) Recommend independent auditors to the Executive Board for
Special Committee-Nominating
its selection.
Clause 12. General Duties. There shall be a Nominating
(b) Recommend to the Executive Board the approval and issuance
Committee of five, with no ex officio members. The Nominating
of the Annual Report of the Treasurer together with the audited
Committee shall make nominations at the annual meetings of the
financial statements.
National Council for members at large and honorary members
of the National Council, and regular members of the Executive (c) Discuss with the independent auditors the scope of their audit
Board. The Nominating Committee shall make nominations for and their fees.
officers, honorary officers of the Corporation, and members of the
Advisory Council at a regular meeting of the Executive Board. (d) Discuss with the independent auditors, the internal auditor,
and the appropriate administrative officers, the Corporation's
Clause 13. Choice of Nominating Committee. Members of the accounting principles, policies, practices, and reporting policies
Nominating Committee and its chairman shall be appointed by the and practices.
President from the members of the Executive Board subject to the
approval of the Executive Board. Each such member shall be eligible (e) Discuss with the independent auditors and the internal auditor
for reappointment for not more than one additional term. In the the results of their audits.
event any member shall accept nominations for any national elective (f) Discuss with the independent auditors, the internal auditor,
office, such individual shall cease to be a member of the Nominating and the administrative officers the adequacies of the Corporation's
Committee. The committee shall be appointed annually at least 6 accounting, financial, and operating controls.
months prior to the next regular meeting of the National Council.
(g) Discuss with the administrative officers, the internal auditor,
C!{lt/se 14. Submission of Names. The names of possible can- and the independent auditors any proposed accounting poli-
didates may be submitted by members of the National Council in cies which are of sufficient significance to be passed upon by the
"Titing to the Nominating Committee for its consideration. The Executive Board.
:\'ominating Committee will submit nominations:
(h) Report to the Executive Board Audit Committee recommen-
(a) To any meeting of the National Council for members at large dations and observations with regard to significant financial and
and honorary members of the National Council and for members accounting matters brought to its attention.
of the Executive Board.
Special Committee-Budget
(b) To the Executive Board to fill vacancies in its membership as
prescribed in article III, section 3, clause 2. Clause 18. The Budget Committee has the primary responsibility
to develop and present the annual budget of the Corporation to the
(c) To the Executive Board for election of members of the Advisory Executive Board. The committee shall be chaired by the treasurer
Council. and shall consist of the officers of the Corporation plus additional
(d) To the Executive Board for honorary officers, and, prior to members as appointed by the President.
the annual meeting of the National Council, for officers of the Special Committee-Contract Review
Corporation.
Clause 19. The Contract Review Committee has the responsibility
Clause 15. The Nominating Committee shall be given full infor- to review contractual matters and to act on behalf of the Corporation
mation concerning all such candidates, together with advice from when it is so authorized by the Executive Board or Executive
the officers and the Chief Scout Executive. Committee. The committee is appointed by the President annually
and the appointments shall be confirmed by the Executive Board.
Clause 16. Committee Procedures.
The committee shall consist of the President who shall serve as chair-
(a) On request of any member, voting shall be by written ballot. man, the vice-president-Administration, the treasurer, the chair-
man of the Properties Committee, and the Chief Scout Executive.
(b) During the actual voting for the selection of officers and mem-
bers of the Executive Board, the Nominating Committee may, on Special Committee-Resolutions
an affirmative vote of the majority of its members, meet in execu-
Clause 20. The Resolutions Committee is authorized to review
tive session.
and determine whether any resolution proposed by a member of
(c) A majority of the members of the Nominating Committee shall the National Council is appropriate for discussion at the National
constitute a quorum. Council annual business meeting or whether any such matter

10
ARTICLE IV, SECTION 4-BYLAWS

should be referred to another committee or dealt with in some Subcommittees, Advisory Panels, Task Forces, and Consultants
other appropriate manner.
Clause 26. From time to time as may be required, any standing
Advisory Council committee may:

Clause 21. There shall be an Advisory Council to the Executive


(a) Subject to the approval of the officers of the Executive Board,
Board composed of members of the National Council and United appoint one or more subcommittees or task forces to maintain a
continuing review of, and to give the standing committee advice
States citizens who, because of experience, have a particular exper-
tise that would benefit the national movement and are elected to concerning a specific area within the standing committee's general
membership on the Advisory Council by a two-thirds vote of the area of responsibility. The chairman of each such subcommit-
members of the Executive Board present at any meeting. tee shall be a member of either a group or support committee
and, whenever prudent, of the Executive Board. Other members
need not be members of the standing committee or the Executive
Clause 22. There shall be a chairman of the Advisory Council
Board.
who shall be an ex officio member of the Executive Board and be
appointed by the President with the approval of a majority of the
(b) Subject to the approval of the officers of the Executive Board,
whole Executive Board, to serve for a term not exceeding I year or
appoint advisory panels, whose members need not be members of
until a successor has been appointed and has qualified.
the standing committee, to offer advice, opinions, and recommen-
dations on specific matters referred to them for consideration.
Clause 23. The Advisory Council shall meet at least annually.
(c) With the approval of the President and Executive Board, employ
Clause 24. The Advisory Council shall be responsible to the or appoint consultants who need not be members of the standing
Executive Board, acting in an advisory capacity on matters of major committee or of the National Council to provide expert testimony
national concern. The Advisory Council also may be requested by or counsel on specific matters.
the Executive Board to carry out specific projects.
Clause 27. Each group committee chairman shall appoint for a
Clause 25. Members of the Advisory Council shall receive notice period of I year the chairmen of related subcommittees, advisory
of all such meetings of the Executive Board and be entitled to panels, and task forces, subject to the approval of the officers of the
attend but not to vote. Executive Board.

ARTICLE I~ OFFICERS

GENERAL than the Nominating Committee, and shall perform such duties as
are or may be assigned by the Executive Board.

SECTION 1.

EXECUTIVE VICE-PRESIDENT
The only active officers of the Corporation shall be the President,
the executive vice-president, one or more vice-presidents, the trea-
surer, one or more assistant treasurers, the national commissioner, SECTION 3.

the international commissioner, and the Chief Scout Executive. There shall be an executive vice-president who shall be elected
These officers, with the exception of the national commissioner annually. The President may designate the executive vice- president
and the Chief Scout Executive, shall be elected annually from the to serve as President during the President's absence or inability to
membership of the National Council by the Executive Board to serve. In the case of the President's inability or failure to make such
serve for I year or until their successors have been elected and a designation, the Executive Board shall do so. The executive vice-
have qualified. The national commissioner shall be appointed by president shall perform other functions as may be assigned by the
the Chief Scout Executive and confirmed by the Executive Board. President and the Executive Board.
The Chief Scout Executive shall not serve after attaining the age of
65 years. An individual normally will not (a) serve as President for
more than two I-year terms or (b) serve in any other particular VICE-PRESIDENT
office for more than four terms.
SECTION 4.

PRESIDENT There shall be one or more vice-presidents elected annually, one


of whom may be designated as the international commissioner.

SECTION 2. Vice-presidents shall perform such functions as may be assigned


to them by the Executive Board. The Executive Board may add to
The President shall serve as chairman of meetings of the the title of any vice-president a designation indicating a special
National Council, chairman of the Executive Board, chairman area of responsibility. The Executive Board may designate one of
of the Executive Committee, chairman of the Contract Review the vice-presidents to serve as President only during the absence or
Committee, and as a member ex officio of all committees, other inability of both the President and executive vice-president.

11
BYLAWS-ARTICLE IV, SECTION 5

TREASURER AND ASSISTANT TREASURERS notes as may require it. As to notes, such countersignature shall be
required as the Executive Board shall direct.
SECTION 5. Clause 4. The Chief Scout Executive may delegate to any staff
The treasurer shall be responsible, through methods of inter- officer or employee authority in writing. to execute such leases,
nal control, for the recording and deposit of all receipts of the contracts, and other instruments as the Chief Scout Executive may
Corporation, for the proper disbursements of its cash, and for con- deem desirable.
trol over all property of the corporation, whether real or personal, Clause 5. The Chief Scout Executive shall see that notices are sent
tangible or intangible, however acquired. The treasurer shall pres- to those elected as members of the National Council and officers of
ent annually a complete and detailed statement of all income and the Corporation and to those appointed as members of the com-
expenses during the prior year together with a statement of assets, mittees and shall likewise cause notices to be sent out of all meet-
liabilities, reserves, and funds of the Corporation as at the end of ings for which provision is made herein.
that calendar year, these statements first having been duly audited by
independent public accountants approved by the Executive Board. Clause 6. The Chief Scout Executive shall submit a report at
The treasurer shall serve as chairman of the Budget Committee. One each meeting of the Executive Board relative to the work of the
or more assistant treasurers may be elected by the Executive Board. Corporation and to the status of the Scouting movement through-
The treasurer and assistant treasurers shall be bonded. out the nation, inviting attention to matters of particular interest
and informing the Executive Board concerning any problems of
which the Executive Board should be advised, together with recom-
NATIONAL COMMISSIONER mendations and suggestions for the good of the movement requir-
ing action by the Executive Board.
SECTION 6.
Clause 7. The Chief Scout Executive shall prepare an annual
The national commiSSIoner shall (a) be an officer of the report of the Boy Scouts of America for each calendar year and with
Corporation, (b) represent the Boy Scouts of America in national the approval of the Executive Board shall transmit it to Congress, as
affairs, (c) be the chief morale officer of the Boy Scouts of America, required by the provisions of the federal Charter, and shall present
and (d) represent the commissioner service team. it to the National Council at the time of its annual meeting.

INTERNATIONAL COMMISSIONER HONORARY OFFICERS

SECTION 7- SECTION 9.

The international commissioner shall represent the Boy Scouts Honorary President and Vice-Presidents
of America in international affairs and shall serve as a member, and
Clause 1. The President of the United States may, during term of
may be chairman, of the International Committee.
office, be elected to be the Honorary President of the Boy Scouts of
America. In addition, living former Presidents of the United States
CHIEF SCOUT EXECUTIVE and other citizens who have rendered distinguished service to our
country through work for young people may be elected to be hon-
orary vice-presidents. Such election shall be by the Executive Board
SECTION 8.
upon the recommendation of the Nominating Committee for such
Clause 1. The Chief Scout Executive shall be appointed by and terms as the Executive Board shall specify.
shall serve during the pleasure of the Executive Board and shall serve
Other Honorary Officers
as the secretary of the National Council, the Executive Board, and its
Executive Committee and shall be a member ex officio of all com- Clause 2. The Executive Board may from time to time create
mittees except the Nominating Committee without voting privi- such other honorary offices as it may deem to be in the best interest
leges, except where otherwise provided by action of the committee of the movement.
in question, and except in the case of the Executive Committee of
The offices shall be filled by election by the Executive Board
which the Chief Scout Executive shall be a voting member.
upon recommendation of the Nominating Committee to serve
Clause 2. The Chief Scout Executive shall serve as the chief for 1 year or until their successors have been elected and qualified
executive officer of the Corporation and shall have general direc- and shall perform such duties as may be assigned to them by the
tion of the administrative work of the Corporation, subject to these President and Chief Scout Executive.
Bylaws, the Rules and Regulations of the Boy Scouts of America,
American citizens whose achievements are of such an exceptional
and to the authority and direction of the Executive Board.
character as to capture the imagination of youth and stimulate their
Clause 3. The Chief Scout Executive may execute, on behalf of the enthusiasm for the program of the Boy Scouts of America may, upon
Corporation, all documents, deeds, or notes duly authorized to be the unanimous recommendation of the Executive Board, be elected
executed and shall be the custodian of the seal of the Corporation, by the National Council to become honorary officers. Honorary
and may affix the same duly attested to such documents, deeds, or officers are under no obligation to render active service.

12
ARTICLE V, SECTION 6-BYLAWS

ARTICLE V. REGIONAL ORGANIZATION

REGIONS Youth Members

Clause 2. Youth members may be appointed by the regional pres-


SECTION 1. ident with the approval of the regional board to serve as members
General of the regional board, subject to the following criteria:

Clause 1. Geographical areas within and without the United (a) The term of appointment shall be for I year.
States shall be divided into administrative units to be known as (b) A youth member may be reappointed for a second I-year
regions. The number of such regions, their geographical bound- term.
aries, and their designation shall be determined by the Executive
Board. (c) At no time will the aggregate number of youth members exceed
five.
Responsibilities
Meetings
Clause 2. The organization within each region is responsible for
the achievement of approved goals and for the effective operation Clause 3. Each regional board shall meet at least annually at such
of each of its councils. The region is responsible for the proper times and places as the regional president may direct for planning
alignment of councils, for assuring sufficient qualified volunteer of regional events and activities and for meetings of the regional
and professional leadership in each council, and for an effective standing committees for training and planning council service.
program for financing each council.

REGIONAL EXECUTIVE COMMITTEE


REGIONAL COMMITTEES
SECTION 4.

SECTION 2.
General
Organization Clause 1. The elected officers, including the regional president
Clause 1. Subject to these Bylaws, the Rules and Regulations, and and vice-presidents, area presidents, and chairmen of the regional
the general control of the Executive Board, each region shall imple- standing committees as appointed by the regional president, and the
ment national policy and program through a regional committee. regional director, shall constitute the regional executive committee
and shall have and may exercise the authority and responsibility of
Membership the regional board in the interval between its meetings, but in no
Clause 2. Regular Members. The membership shall consist of event shall the regional executive committee act contrary to action
members of the National Council residing in the region and such theretofore taken by the regional board or regional committee.
additional members as may be elected by the regional committee. Meetings
Clause 3. Youth members may be appointed by the regional pres- Clause 2. Each regional executive committee shall meet at least
ident with the approval of the regional board to serve as members annually at such times and places as the regional president may
of the regional committee. The number, qualification, and terms direct.
shall be fixed in the Rules and Regulations.

Meetings
REGIONAL DIRECTOR
Clause 4. Each regional committee shall meet once a year at such
time and place as the regional executive committee or president SECTION 5.
may direct.
The regional director of field operations shall serve as secretary
of the regional committee, the regional board, the executive com-
REGIONAL BOARD mittee, and the standing committees.

SECTION 3.
REGIONAL OFFICERS
General

Clause 1. The regional board consisting of the regional execu- SECTION 6.


tive committee, the area vice-presidents, plus not more than 50 Regional President
members at large elected annually by the regional committee shall
exercise the authority and responsibility of the regional committee Clause 1. One member of each regional committee shall be
in the interval between its meetings. Each member at large must elected regional president, who shall be a citizen of the United
hold some specific committee or other regional assignment. States of America, be elected annually by the regional board, and

13
BYLAWS-ARTICLE V, SECTION 6

become a member ex officio of the Regional Presidents Group Other Standing Committees
Committee and the Executive Board in accordance with the provi-
Clause 6. Other standing committees shall include the following:
sions of these Bylaws. In the event of a vacancy in the regional presi-
relationships committee, finance committee, council services com-
dency, the regional executive committee will elect a successor to serve
mittee, program committee, and personnel committee. A member
until the next regional election. The regional president may appoint a
of the following regional program committees is to serve on the
member of the regional executive committee as a substitute.
national committee of the same name: Cub Scout committee, Boy
Regional Vice-Presidents Scout committee, Varsity Scout committee, Venturing committee,
international committee, and health and safety committee.
Clause 2. One or more regional vice-presidents may be elected
to carry out responsibilities as may be assigned by the regional
board. AREA COMMITTEES
Area President
SECTION 8.
Clause 3. One member from each area of the region shall be
elected annually as area president by the regional board. Area presi- The area executive committee, and specialists, council presi-
dents will report directly to the regional president. In the event of dents, and National Council members from the local councils in
a vacancy in an area presidency, the regional president will appoint the area, shall constitute the area committee.
a successor subject to the approval of the regional executive com-
mittee.
AREA EXECUTIVE COMMITTEE
Elections

Clause 4. Elections shall be by majority vote of those persons SECTION 9.


voting. On request of 10 members, voting shall be by secret ballot. The area president, area vice-president(s), and committee chair-
men and/or specialists constitute the membership of the area execu-
REGIONAL STANDING COMMITTEES tive committee.

SECTION 7. REGIONAL ADVISORY COUNCIL


Nominating Committee
SECTION 10.
Clause 1. Appointment. The regional president shall appoint a
nominating committee which shall submit its recommendations at Clause 1. There shall be an advisory council to the regional
each meeting of the regional committee and the regional board at board composed of members who because of experience have a
which an election is to be held. particular expertise that would benefit the movement through the
region and are elected to membership on the advisory council by
Clause 2. Timing. The nominating committee will be appointed a two-thirds vote of the members of the regional board present at
and the chairman designated by the regional president at the time any meeting.
of the annual elections or within 30 days following such elections
to serve until the next elections. Clause 2. Members of the advisory council shall be relieved of
the obligation of regular attendance at meetings of the regional
Clause 3. Nominees. Persons to be elected annually shall include board, but shall receive notice of all such meetings and be entitled
the regional president, the regional vice-presidents, area presidents, to attend, but not to vote.
and members of the regional board.

Clause 4. Suggestions. At least 120 days prior to the regional


RELATIONSHIPS
elections, members of the regional committee will be invited to
submit in writing names of persons to be considered for regional
committee membership. SECTION 11.

Clause 5. Report. The report of the nominating committee will Additional information concerning the interrelationship existing
be submitted to all eligible voters in writing at the time of eJec- betvveen the regions, areas, and councils plus further details on these
tions. organizations will be incorporated into the Rules and Regulations.

14
ARTICLE VI, SECTION 7-BYLAWS

ARTICLE VI. LOCAL COUNCILS


GENERAL Clause 2. It shall make Scouting training available to all mem-
bers of chartered organizations and community groups using the
SECTION I. Scouting program while maintaining standards in policies, protect-
ing official badges and insignia, and providing adequate leadership
In order to accomplish its purposes and to carry out its pro- and finances.
grams, the Corporation will charter local councils each with juris-
diction over a prescribed geographical area. Clause 3. The local council shall supervise advancement pro-
cedures to make sure that they are carried out in such a way as to
All local council charters shall be issued for a period not exceed- ensure strict adherence to the requirements and standards as set
ing 1 year ending June 30 and may be renewed annually upon forth in the Rules and Regulations and the official publications
application, accompanied by reports based upon operations for the of the Boy Scouts of America. The local council shall organize
preceding calendar year, together with such other evidence as may the necessary unit, district, and council procedures to make sure
be required, showing a satisfactory effort to meet the responsibili- that youth members have an opportunity to advance and receive
ties of a local council as herein provided. recognition promptly. It shall provide training for leaders in the
Such charters shall be contingent on such local councils' fulfill- principles and conduct of advancement.
ing the basic purpose of the Scouting movement within their speci- Clause 4. No local council Cub Scouter, Varsity Scouter, Venturing
fied territory, in accordance with these Bylaws and the Rules and leader, or Scouter shall have authority to increase or diminish
Regulations of the Corporation. requirements and standards established by the Corporation.
Clause 5. The powers and responsibilities of local councils shall
APPLICATIONS be controlled by these Bylaws and by the Rules and Regulations.

SECTION 2.
INCORPORATION OF LOCAL COUNCILS
Applications for new charters shall be accompanied by a copy of
the proposed Local Council Articles of Incorporation and Bylaws SECTION 6.
of the council and evidence showing that it will be for the best
General
interests of the youth of the community and the Scouting move-
ment to have a chartered council and that those who are making Clause 1. local councils duly chartered by the Boy Scouts of
the application are in a position to perform the functions of the America shall, wherever possible, become incorporated under the
local council in a manner which would justify the issuance of a laws of their respective states pertaining to nonprofit corporations
charter. and pursuant to and consistent with these Bylaws and the Rules and
Regulations of the Boy Scouts of America.

CONDITIONS AND TERMINATION Approval of Documents


Clause 2. Proposed corporate articles and Bylaws of local coun-
SECTION 3. cils, and any amendments of such articles or Bylaws, shall be sub-
mitted to the Corporation's national office for review and approval
The Corporation may charter a local council subject to such in advance of adoption. When corporate articles are found to be in
conditions as it may deem appropriate and may terminate or refuse proper form, a certificate of approval, with consent to incorporate,
to grant or renew a local council charter in any instance where it for Scouting purposes under the name agreed upon, shall be fur-
deems such action advisable in the interests of Scouting. nished in behalf of the Boy Scouts of America. This certificate shall
be attached to the corporate articles when filed by the local council
with the state authorities.
REVOCATION OF CHARTER

SECTION 4. ORGANIZATION AND OPERATION


The Executive Board may revoke or decline to renew such char-
SECTION 7-
ters for failure to comply with the Bylaws, Rules and Regulations,
or policies of the Corporation. Clause 1. The membership of each local council shall consist of a
chartered organization representative from each chartered organi-
zation and additional members at large from within the territorial
RESPONSIBILITY OF THE LOCAL COUNCIL boundaries of the local council, totaling a minimum of 100 adults.
When a council is incorporated, its incorporators shall be its initial
SECTION 5. members. Thereafter its members shall be elected annually by the
council membership.
Clause 1. It shall be the responsibility of each local council to
make sure that the general principles of advancement are under- Clause 2. The executive board of each local council shall consist of
stood and carried out by the units in the council area. (a) not fewer than 25 nor more than 50 regular members elected by

15
BYLAWS-ARTICLE VI, SECTION 7

the local council from among its active members; plus (b) the officers of 1 year. The executive board shall be the governing body of the
of the corporation including the Scout executive, who shall have no council and shall be responsible for its operations and its assets.
\"ote; (cl the chairmen of the committees of the executive board; (d)
the chairman of each district committee, upon being approved by
the executive board; and (e) not more than two youth members, who Clause 3. The council membership annually shall elect its offi-
shall be registered Boy Scouts or Venturers appointed by the council cers of the council, which will consist of a president, one or more
president with the approval of the executive board to serve for a term vice-presidents, a treasurer, and a council commissioner.

ARTICLE VII. YOUTH MEMBERSHIP

GENERAL MEMBERSHIP, ADVANCEMENT, AND ACHIEVEMENT

SECTION 2.
SECTION 1.
Both membership in Scouting and advancement and achieve-
Youth membership in Boy Scouts of America is open to all who ment of leadership in Scouting units are open to all boys with-
meet the membership requirements. Cub Scouting, Boy Scouting, out regard to race or ethnic background, and advancement and
and Varsity Scouting are for boys. Venturing is for young men and achievement of leadership in Scouting is based entirely upon
young women. individual merit.

ARTICLE VIII. ADULT LEADERSHIP

GENERAL of a Scouter does not in itself entitle a professional to be appointed


to or to retain a position. The appointment of an individual to
SECTION 1. a position in Scouting does not in itself entitle him to receive a
commission.
Leadership Qualifications
Professional Scouters
No person shall be approved as a leader unless, in the judgment
of the Corporation, that person possesses the moral, educational, Clause 2. Gener 1.:\ orps of qualified and trained professional
and emotional qualities deemed necessary for leadership and satis- Scouters is essential .0 the uccess of the whole Scouting movement.
fies such other leadership qualifications as it may from time to time To secure and re ain uch people for service in the national and
require. local council', :~eir professional status must be clearly defined.

C/Il!I;C .'. To thi end, and subject to these B>')aws and the Rules
CITIZENSHIP REQUIREMENT and R g .Iations, the Executive Board:
(See Rules and Regulations.) (a) hall ablish requirements to be met b\' an>' person seeking to
become and r main a professional Scouter.

COMMISSIONED LEADERSHIP (b) hall establish rules and procedures covering the commission-
ing an d 'ommissioning of professionals.
(See Rules and Regulations.)
(cl Ex ept 'or newly employed professional trainees. no person may
be employed in a professional capacity b>' an;' local council or by the
PROFESSIONAL LEADERSHIP
Corporation \\'ho does not hold a currently valid commission.

SECTION 2. Employment

General ClI1I1,c -1. Rules and Guidelines. The Executive Board, subject to
the pro\'isions of these Bylaws, shall establish rules and regulations
Clause 1. The commissioned status of professional Scouters
covering the employment, training, promotion, tenure, demo-
is separate and distinct from their employment. The commissioning
tion, and retirement or discharge of all professional and other

16
ARTICLE X, SECTION 1-BYLAWS

employees of the Corporation and of all professional employees EMPLOYMENT OF PROFESSIONALS


of the local councils. (See Rules and Regulations.)

ADMINISTRATIVE ORGANIZATION

Clause 5. Authority of the Chief Scout Executive. The Chief Scout (See Rules and Regulations.)
Executive is, subject to these Bylaws, the Rules and Regulations, and
NONPROFESSIONAL STAFF
the decisions of the Executive Board, authorized to appoint and
remove all employees of the Corporation and to direct their work. (See Rules and Regulations.)

ARTICLE IX. POLICIES AND DEFINITIONS

POLICIES required by the twelfth point of the Scout Law, reading, "Reverent.
A Scout is reverent toward God. He is faithful in his religious duties.
SECTION 1. He respects the beliefs of others."

Declaration of Religious Principle Freedom

Clause 1. The Boy Scouts of America maintains that no member Clause 3. In no case where a unit is connected with a church or
can grow into the best kind of citizen without recognizing an obli- other distinctively religious organization shall members of other
gation to God. In the first part of the Scout Oath or Promise the denominations or faith be required, because of their membership
member declares, "On my honor I will do my best to do my duty in the unit, to take part in or observe a religious ceremony distinctly
to God and my country and to obey the Scout Law." The recogni- unique to that organization or church.
tion of God as the ruling and leading power in the universe and the Leaders
grateful acknowledgment of His favors and blessings are necessary
to the best type of citizenship and are wholesome precepts in the Clause 4. Only persons willing to subscribe to these declarations
education of the growing members. No matter what the religious of principles shall be entitled to certificates of leadership in carry-
faith of the members may be, this fundamental need of good citi- ing out the Scouting program.
zenship should be kept before them. The Boy Scouts of America,
Clause 5. Other major policies are set forth in article IX of the
therefore, recognizes the religious element in the training of the
Rules and Regulations.
member, but it is absolutely nonsectarian in its attitude toward that
religious training. Its policy is that the home and the organization
or group with which the member is connected shall give definite DEFINITIONS
attention to religious life.

Activities SECTION 2.

Clause 2. The activities of the members of the Boy Scouts of In addition to those contained in these Bylaws, there are other
America shall be carried on under conditions which show respect definitions, some pertaining to the Bylaw material, set forth in
to the convictions of others in matters of custom and religion, as article IX of the Rules and Regulations.

ARTICLE X. PROGRAM
PROGRAM OBJECTIVES from time to time in these Bylaws and in the Rules and Regulations
of the Corporation.
SECTION 1.
In all activities, emphasis shall be placed upon practice in daily
The program shall be one designed to achieve objectives in life of the principles of the Tiger Cub Promise, the Cub Scout
character development, citizenship training, and mental and physi- Promise, the Scout Oath or Promise, and the Venturing Code. In
cal fitness. association with suitable adult leadership, members registered in
Scouting will be guided to develop traits of character which are
In its several phases the program shall be adapted to the groups expressed in self-reliance, consideration of and help to others, per-
into which youth members are divided and shall be as set forth sonal courage, and above all in lives of useful citizenship.

17
BYLAWS-ARTICLE X, SECTION 1

ACTIVITIES INSIGNIA, UNIFORMS, AND BADGES


(See Rules and Regulations.) (See Rules and Regulations.)

ADVANCEMENT SPECIAL AWARDS

(See Rules and Regulations.) (See Rules and Regulations.)

BOYS' LIFE MAGAZINE AWARDS FOR DISTINGUISHED SERVICE TO YOUTH


(See Rules and Regulations.) (See Rules and Regulations.)

ARTICLE Xl. BUSINESS


FINANCE may from time to time be designated by the Executive Board. The
Executive Board by resolution may authorize any two members of
ECTION 1. the Executive Board of the Corporation to have access to the securi-
ties for the purpose of audit or such other purpose as it may specify
Expenses in the resolution.
Clause 1. The necessary expenses of the Corporation shall be Checks, Notes, Etc.
met from the receipts from annual registration fees and contri-
butions; from the proceeds from sales of publications and sup- Clause 5. Except as otherwise provided by law or in these Bylaws,
plies; and from such other sources as may be determined by the all checks, drafts, notes, bills of exchange, or other orders, instru-
Corporation. ments, or obligations for the payment of money shall be signed by
such officer or officers, employee or employees, or agent or agents
Contributions of the Corporation as shall be specified by the Executive Board.
Clause 2. Contributions shall be solicited in the name of the
Boy Scouts of America only through or by the authority of the
Corporation, and shall be limited to the National Councilor char- DEEDS, CONTRACTS, BONDS, ETC.
tered local councils, in accordance with these Bylaws and Rules
and Regulations of the Corporation. Youth members shall not be
SECTION 2.
permitted to serve as solicitors of money for chartered organization
units, for the local council, or in support of other organizations. Authority to Execute Documents
Adult members and youth members shall not be permitted to serve
Except as otherwise provided by law or in these Bylaws, such
as solicitors of money in support of personal or unit participation
officer or officers. employee or employees, or agent or agents of the
in local, national, or international events. Youth members, however,
CorporatiOJ as hall be specified by the Executive Board shall sign,
are permitted to secure sponsors for councilor district activities
in the name and on behalf of the Corporation, all deeds, bonds,
approved by the executive board. These approved activities may
contracts, mortgages, and other instruments or documents, the
result in financial support for the local council in accordance with
execution of which shall be authorized by the Executi"e Board, and
the Bylaws and Rules and Regulations of the Corporation.
uch authority may be general or confined to specific instances.
Deposit of Funds

Clause 3. All funds shall be deposited In such depositories as


shall be approved by the Executive Board. REAL ESTATE

Custody of Securities (See Rules and Regulations.)

Clause 4. The securities of the Corporation shall be deposited in


any such deposit vault or vaults or with such bank or banks, trust
company or trust companies, or such other depositories, and access REGISTRATION
thereto shall be provided as may from time to time be determined (See Rules and Regulations.)
by the Executive Board. Access to the securities may be had as pro-
vided in the Rules and Regulations or by resolution of the Executive
Board and not otherwise. They may be examined or withdrawn by
such officer or officers or other employees of the Corporation as

18
ARTICLE XII, SECTION 3-BVLAWS

ARTICLE XII. AFFILIATES


(See Rules and Regulations.)

ARTICLE XIII. SPECIAL SITUATIONS


EXPERIMENTAL PROGRAMS its domestic units shall apply to Direct Service units. It is recog-
nized that as the application of certain of these may be impractical,
SECTION 1.
their waiver or modifications will be permitted. Also due to vary-
ing conditions, it is recognized that such waiver and modification
From time to time the Executive Board may wish to authorize could result in nonuniform application as between units.
experimental programs to determine how best to achieve the purpose
of the Boy Scouts of America under changing conditions. If such Any deviations will be authorized by the Executive Board, whose
experimental programs are in any manner inconsistent with these authority may be delegated to a committee or subcommittee. Major
Bylaws, the programs shall be adopted only in accordance with the deviations of a general nature normally will be incorporated into
procedures establ.ished in the Rules and Regulations. the Rules and Regulations.

OVERSEAS SCOUTING LEARNING FOR LIFE

SECTION 2. SECTION 3.

General Clause 1. 10 further the mission of the Boy Scouts of America


Clause 1. To further its objectives of extending membership to meet and serve the needs of youth and communities, the
privileges to citizens of the Un ited States in other parts of the world, Corporation authorizes the establishment of an affiliated separate
the Corporation authorizes the registration of youth members and corporation to be known as Learning for Life, to work in coopera-
leaders and the establishment of units in areas lying outside of the tion with our nation's schools and businesses.
jurisdiction of any local council.
Clause 2. Learning for Life is a nontraditional, nonmembership,
Policy of Cooperation educational outreach program that takes place during or after
Clause 2. To foster and strengthen the close and friendly rela- school hours and is not part of the traditional Scouting program.
tionship that exists between the Boy Scouts of America and other
Clause 3. Exploring is Learning for Life's worksite-based pro-
Scout associations, members and leaders of units will work in close
gram for young men and women who are 14 (and have completed
harmony with their fellow Scouts and Scouters in the area.
the eighth grade) through 20 years old.
Services
Clause 4. Exploring is based on five areas of emphasis: career
Clause 3. Administration, organization, program, and training
opportunities, life skills, citizenship, character education, and
services shall be furnished by the International Division of the
leadersnip experience. Local community organizations initiate an
Corporation with the cooperation of region, area, or council where
Explorer post by matching their people and program resources to
such can be utilized. the interests of young people in the conununity.
Deviatjons
Clause 5. The program, organization, and administration of and
Clause 4. To the extent feasible, the provisions of the Bylaws, qualifications for participation in Learning for Life shall be estab-
Rules and Regulations, and policies of the Corporation relating to lished by Learning for Life.

19
BYLAWS-ARTICLE XIV, SECTION 1

ARTICLE XI~ INDEMNIFICATION


INDEMNIFICATION or proceeding, whether or not such defense shall be successful in
whole or in part or in connection with any appeal therein or any
SECTION 1. settlement thereof, except in relation to matters as to which it shall
be adjudged in such action, suit, or proceeding that such persons
Persons made a party to any action, suit, or proceeding, civil are liable for negligence or misconduct in the performance of their
or criminal, because they, their testator, or intestate are or were duties. Such indemnification, if afforded, shall not be deemed
members of the Executive Board or committee of the Executive exclusive of any other rights to which such persons may be entitled
Board of the Corporation, officers or employees of the Corporation apart from this section. This section shall not be deemed to limit
or directors, officers, or employees of any corporation which they any power or exclude any right of the Corporation to provide any
served as such at the request of the Corporation, shall be indemni- additional or other indemnity or right for any Executive Board
fied by the Corporation against the expenses (including amounts member, officer, employee, or other person. If this section should
paid by way of judgment or settlement) actually and necessarily be invalid or ineffective in any respect, the validity and effect of the
incurred by them in connection with defense of such action, suit, section in any other respect shall not be affected.

ARTICLE ~ WAIVERS AND AMENDMENTS


WAIVERS equivalent thereof, and the presence at any meeting of any person
entitled to notice thereof shall be deemed; waiver of such notice
as to such person.
SECTION 1.

Whenever any notice is required by these Bylaws or by any law AMENDMENT OF BYLAWS
to be given to any member of the National Council, member of
the Executive Board, or any committee or any officer, such notice SECTION 2.

except as otherwise provided by these Bylaws or by any law may Procedures


be given personally or by telegram, cable, or radiogram addressed
to the person at such person's place of business, if any, or (to Clause 1. These Bylaws may be amended at any meeting of the
the extent applicable) at such address as has been given to the Executive Board by the affirmative vote of a majority of the whole
Corporation as the home address of the person; or the notice may Executive Board; upon the recommendation of the Executive
be given in writing by mail, in a sealed wrapper, postage prepaid, Committee of the Executive Board; or when the proposed amend-
addressed to such person at such address. Any notice given by tele- ment has been sent to the members of the Executive Board at least
gram, cable, or radiogram shall be deemed to be given when it shall 15 days in advance of the meeting.
have been delivered for transmission and any notice given by mail Promulgation
shall be deemed to have been given when it shall have been depos-
ited in a post office, in a regularly maintained letter box, or with Clause 2. All changes in the Bylaws, when made, shall be
a postal carrier. A waiver of any such notice in writing, signed by announced to the national and local councils in such manner as the
the person entitled to such notice as required, shall be deemed the Executive Board shall direct.

20
INDEX

A Budget Committee, 10 E
Business, 18
Access to securities, 18 Education,S
Bylaws, amendments to, 4, 20
Activities, policy on, 18 Educational activities, 5
Administrative organization, 17 Election of members of
C
Adult awards, 18 Executive Board, 4, 8
Adult leadership, 16 Certificate of approval to incorporate, 15 Election, regulations for, 4
Advancement, principles of, 18 Certificate of stock, 4 Emblems and badges, 5, 18
Advancement standards, 16 Changes in bylaws, 4,20 Employment of professionals, 16-17
Advisory Council, 11 Character development,S, 6, 17 Equity, 3
election to, 11 Chartered organization representative, 15 Executive Board, 4, 8-11
life members of, 11 Checks, 18 action without a meeting, 8-9
meetings of, 11 Chief Scout Executive, 12, 17 ad hoc committees, 9
members of, 11 Citizenship, 16 Administration Group Committee, 9
Affiliates, 19 Citizenship requirement, 16 Advisory Council, 11
Amendment Citizenship training, 6, ]7 advisory panels, 11
Bylaws, 20 Civil suit, ]9 appointment of committee, 9
Rules and Regulations, 6 Commissioned leadership, 16 Boy Scout Committee, 9
special procedure, 6 Compensation and Benefits Committee, 9 committees of, 9-11
American National Red Cross, 5 Congress, 3, 4, 5,6 consultants, 11
Annual meeting, National Council, 4, Congressional report, 3-4, 12 Cub Scout Committee, 9
7-8,9 evelopment and Strategic Initiatives
Consistency, 6, 19
Annual report to Congress, 4,12 Group Committee, 9
Contract Review Committee, 10
Approval of documents, 15 duties of committees, 9
Contracts, ]2, 18
Area committees, 14 election of regular members, 8
Contributions, 18
Area executive committee, 14 Executive Committee, 4, 9, 10
Cooperation INith Scout associations, ]9
Assets, 3-4 group c mmittees,9
Corporate membership, 7
Assistant treasurer, 12 Human Resources Group Committee, 9
Corporation property, 3
Audit Committee, 10 International Committee, 9
Council Services Committee, 9
Authority of Executive Board, 8 interpretation of, 8
Courage, 3, 6, 17
Authority to execute documents, 18 meetings of, 8
Criminal suit, 20
Awards, special, 18 membership, 8
Cub Scout, ] 7
Nominating Committee, 10
B Cub Scout Committee, 9
notice of meetings, 8
Cub Scout Promise, 17
Badges and insignia, protection of, 5 Program Group Committee, 9
Custody of securities, 18
Bank or banks, 18 quorum, 8
Bequest, 3 regional ex officio members, 8
D
Bills of exchange, ] 8 regional members, 8
Bonds, 18 Debts, 3 regional presidents, 8
Boy Scout Committee, 9 Declarations of principles, 17 Regional Presidents Group
Boy Scouting, 5 Deeds, 12, 18 Committee, 9
Boy Scouts of America Definitions, 17 regular meetings. 8
annual report, 4, ] 2 Deposit of funds, 18 Relationships/Marketing Group
governing body, 4,8 Depositories, ]8 Committee, 9
handbooks, 6 Deposit vault or vaults, 18 special committees, 10-11
membership, 7 Development/Strategic Initiatives special meetings, 8
name, 3, 6 Group Committee, 9 standing committee chairmen, 9
national office, 6 Deviations, 19 standing committees, 9
official publications, 6 Devise, 3 subcommittees, 11
policies, 17 Direct Service units, ]9 Supply Group Committee, 9
program, ]7-18 District of Columbia, 3,4, 6 task forces, 9
purpose, 3,6 Dividends, 4 telecommunication meetings, 9
seal, 3, 4,6 Documents, approval of, J 5 vacancies, 8
Boys'Life, ] 8 Documents, authority to execute, 18 "whole Executive Board, the," 8
BSA Foundation Advisory Committee, 9 Drafts, J 8 youth members, 8

21
Executive Committee, 4, 9,10 powers of, 15 Policies and definitions, 17
duties of, 9 responsibilities of, 15 President, II
meetings, 9 Priorities, 6
membership, 9 M Professional Development Committee, 9
quorum, 9 Professional leadership, 16
Marketing Committee, 9
voting, 9 Professional Scouters, 16
Medals,S
Executive vice-president, II Program, 17-18
Mental and physical fitness, 6, 17
Expenses of corporation, 18 Program objectives, 17
Military system,S
Experimental programs, 19 Properties Committee, 9
Moral life, 5
Exploring, 19 Property, 3, 4, 18
Mortgages, 4, 18
Publications, official, 6
Motto, 6
F Public emergencies,S
Movement, Scouting,S
Federal charter, 3-4, 12 Museum Committee, 9 Purpose, 3, 6
Finance, 18
Finance and Investment Committee, 9 N Q
Finance Support Committee, 9 Qualifications, governing body, 4
Name of the corporation, 3, 6
First aid,S Quorum
National commissioner, 12
Fiscal year, 6 annual or special meeting, 8
National Council, 7
Fitness, mental and physical, 6, 17 Executive Board, 4
annual meetings, 7
Freedom, religious, 17
certificates of membership, 7 Executive Committee, 9
corporate membership, 7 National Council, 7
G-H-H Nominating Committee, 10
elected members, 7
Gift, 3 eligibility requirements, 7
Governing body, 4,8 Executive Board members, 7 R
Group committees, 9 ex officio members, 7
Real estate, 3, 18
High Adventure Committee, 9 general meetings, 7
Red Cross,S
Honor,S guests, 7
Regional advisory council, 14
Honorary officers, 12 honorary members, 7
Regional board, 13
Human Resources Administration! local council representatives, 7
meetings, 13
Professional Development Committee, 9 meetings, 7
youth members, 13
Incorporation of local councils, 15 members, 7
Regional committees, 13
Indemnification, 20 members at large, 7
meetings, 13
Individual merit, 16 notice of meetings, 7
organization of, 13
Initiative,S other members, 7
regular members, 13
Insignia,S, 18 quorum, 7
youth members, 13
Instruments, 18 request for special meeting, 7
Regional director, 13
Intellectual life, 5 Resolutions Committee, IO-II
Regional ex cutive committee, 13
International commissioner, 12 special meetings, 7
meetings, 13
International Committee, IO voting, 7
members, 13
International Division, 19 voting credentials, 7
Regional officers
Juvenile delinquency,S Na tional office, 6
area president, I-!
Nominating Committee, 10
elections, l-l
L Nonprofessional staff, 16
regional pre,ident, 13- H
Notes, 12, 18
Leadership qualifications, 16 regional "ice-pre-idents, 14
Number, governing body, 4
Leaders' principles, 16, 17 Regional organization, 13-14
Learning for Life, 19 Regional standing committees, 14
o-p
Lia bilities, 3 Region;, 13
Liens, 4 Officers, II -12 Registration, 18
Local councils, 15-16 Overseas Scouting, 19 Registra tion fees, 18
application for new charters, 15 Patent laws,S Regulations, 6
charters to, 15 Patriotism, 3, 6 Regulations for election, 4
execu tive boards, 15-16 Payment of money, 18 Relationships, area, region, council, 14
incorporation of, 15 Pension Investment Committee, 9 Relationships Committee, 9
officers, 16 Personal courage, 17 Religion, policy on, 17
operation of, 15-16 Personal estate, 3 Religious freedom, 17
organization of, 15-16 Physical fitness, 6, 17 Report to Congress, 4, 12

22
Resolutions Committee, 10-11 Special situations, 19 U-V-W-y
Resourcefulness,S Standing committees, 4,9-10,14
Uniforms, badges, and insignia,S, 18
Responsibilities of regions, 13 Standing committees-Group, 9
Vacancies
Revocation of charter, 15 Standing committees-Support, 9-10
Executive Board, 8
Rules and Regulations, 6 Suit, 3
honorary officers, 12
Supplies, sales of, 18
Varsity Scout, 16
S Supply Committee, 9
Varsity Scouting, 16
Scoutcraft, 3 Venturing, 16, 17
T
Scouting movement,S Venturing Code, 17
Scout Oath or Promise, 17 Termination of charters, 15 Venturing Committee, 9
Scoutreach Committee, 9 Term of office, governing body, 4, 8 Vice-presidents, 11
Seal, 3, 4, 6, 12 Tests,S Waivers, 8, 20
Self-reliance, 3, 5,6, 17 Tiger Cub Promise, 17 Wilson, Woodrow, 4
Signatures for payment, 18 Training boys,S Youth awards, 18
Solicitors of money, 18 Treasurer, 12 Youth membership, 16
Special meetings, 4, 7, 8 Trust company or companies, 18 Youth members not to solicit money, 18

23
BOY SCOUTS OF AMERICA
1325 West Walnut Hill Lane
PO. Box 152079
Irving, Texas 75015-2079 57-491
http://www.scouting.org 2007 Printing